Grape Popsicles
by PestoMayo
Summary: After having a steamy dream about Lord Boxman, Professor Venomous decides to take matters into his own mouth. Will that be enough to satisfy Venomous? WARNING: contains graphic sex
1. Rude Awakenings

**Note:** This story takes place before Lord Boxman loses Boxmore and takes place in an alternate timeline (please see the note at the end of the story if you are still confused by this).

"And I'll talk to you later. Stay cool. It's been a scorcher," said Lord Boxman. With a mischievous glint in his eye, he quickly added, "Though, you're always hot."

"Box, really?"grumbled Professor Venomous as he rolled his eyes. He regained his composure. He commented, "Likewise," before ending the video call. Venomous was thankful for a productive call, but he was also relieved that it was over as the sun was setting in the sky.

Venomous stretched and yawned before entering the living room to find his minion playing videos game. With his hands akimbo and a confident smile, "Fink," he cheerfully said to her, "Good job. You didn't once interrupt my conference call with Lord Boxman. This deserves a reward."

The two of them entered the kitchen and Professor Venomous retrieved two popsicles from the cold storage. The coolness was a welcome relief to Venomous' scratchy, parched throat, and he found himself enjoying the icy treat more than he expected. Fink squeaked in absolute delight as she devoured her pop with much gusto. She astonishingly finished about the same time as Venomous as she normally ate at slower pace due to her rodent-like nibbles. "Great popsicles, Boss," she gleefully remarked.

"Now, it's time to get ready for bed," stated Professor Venomous.

"Aw, do I hafta?" complained Fink.

"I intend on going to bed early myself because I'm tired." He had almost snapped at Fink due to the busy day and heat getting to him. His shoulders were heavy and eyes were sunken.

Fink sulked as she headed to the bathroom to brush her teeth. Venomous multitasked by keeping a watch on her progress as he made nightly preparations of his own. After Fink was finished with her routine, he tucked her in and bid her "good-night."

Afterwards, Venomous retreated to his bedroom and locked the door. Because of how warm it had been, he decided to sleep in the nude. He tucked himself in between a couple of thin blankets and fell asleep.

"Good evening, professor," said a familiar voice. It occurred to Venomous that the voice belonged to Lord Boxman. He was wearing nothing but a purple Speedo and a smile. His hair was a ruffled mess and sweat was pouring down his heavy-set body.

"I brought my favorite flavor of popsicle: grape," said the Boxman while holding up an unwrapped purple ice lolly. He brought the frozen treat up to his lips and licked the tip of it. Venomous cocked his head in confusion as he watched. Boxman then slid the long edge of the popsicle along his moistened lips, staining his mouth violet. Professor Venomous now understood what Boxman was doing and gave him a lustful glance.

"Ah… Ah. Keep going," Venomous sputtered.

Boxman paused. "Oh?"

"Continue!"

Boxman sneered and licked the length of the confection in small, tight circles. He popped the tip into his mouth and started to suck strongly. Venomous shuddered and felt an extreme throbbing sensation building up at his crotch. Boxman slid more of the popsicle into his mouth, and started to slide it in and out at a frenzied pace. Saliva started to accumulate along the sides of the pop and dripped onto Boxman's hand. Venomous shakily reached for his groin to relieve himself as he heavily panted. "Uh-uh-uh," Boxman chided Venomous as he saw Venomous' movement.

"Please, Boxman! I'm burning up!" whined Professor Venomous.

"I'm not," declared Boxman, before inserting the popsicle in his mouth once again to suck on it hard.

"Agh! I can't take it!" cried out Venomous with both of his hands on his temples.

Suddenly, Venomous jerked awake from his erotic dream. He turned on his bedside lamp and confirmed that he was rock hard. He touched his erection and hissed loudly. The throbbing sensation momentarily turned into tingling. But after that dream he had, Venomous knew that it would be better to take matters into his own mouth rather than his own hands.

Venomous sat upright, and then bent forward at his waist and neck. At first, he felt a bit silly kissing his own hard-on, but his embarrassment faded away once he pretended that it was Lord Boxman doing the kissing. As he took his penis' head into his mouth, he imagined Boxman sucking the tip ever so deftly. Professor Venomous shivered in pleasure at the thought of Boxman pleasing him. Venomous released the tip from his mouth and started licking his head furiously. He could taste precum oozing from his slit and was amazed at how good he tasted. Venomous returned his penis to his mouth, and managed to suck more of its length. As he started to bob his head, he could see Lord Boxman sucking his member in his mind's eye. Venomous cupped his balls as he sucked himself off.

Professor Venomous heard a loud knock at his bedroom door. The abrupt noise caused Venomous to come in his own mouth, being momentarily surprised by a strong, bitter taste and overwhelmed by frustration. As Venomous wiped his lips, a shrill voice could be heard from the other side of the door. "Open up! I had a bad dream!" The rapping and pleading continued as Venomous put on his bathrobe.

Professor Venomous opened the bedroom door and knelt down at eye level with Fink. "There, there. It was just a dream. Why don't you take a deep breath and we'll get you back to bed."

"Can't I sleep with you?" asked Fink.

"Now, we've talked about this before. You're too old to be doing this."

"Aw, Boss. Can't I?"

"Hush. Let's get you to sleep."

After Venomous tucked in Fink, he rubbed the back of his neck as he left her room. "Just a dream," he chuckled to himself, thinking about her. Instantly, it dawned on him that he had been trying to remedy his own discomfort from a dream prior to his minion's interruption.

An idea flashed in his mind: Venomous' dream could become a reality. Even though it was very early in the morning, he decided to take out his cell phone and give a certain someone a call.

"Hey, Boxman," he nonchalantly stated.

"Huh? Professor Venomous?" Boxman wearily responded as he decided to answer his phone. "Am I… dreaming?"

"No. Can you come over right now and help me with something?"


	2. Late Arrivals

Professor Venomous paced back and forth as he waited in the foyer, and when he heard a faint, quiet 'thud' outside, threw open the front door to his place. He didn't want the doorbell to wake up his little green minion.

"It's four-thirty. What do you need?" asked Lord Boxman groggily. Venomous, who was wearing nothing but his bathrobe, noticed an expression of confusion and excitement on Boxman's face.

Venomous gave in to his desires and kissed Boxman on the lips. Boxman blushed and stammered, "I-I suspected as such. Y-you s-s-see—"

Venomous cut him off. "Let's go to the kitchen and get something."

Venomous pulled a grape popsicle from the freezer. "Now, let's get to the bedroom before this melts," he ordered.

Venomous sneered at Boxman's bewilderment as the two of them made their way to Professor Venomous' bedroom. Venomous started to unbutton and remove Boxman's clothing and noticed that he was wearing a red with lacy black trim bra and panties beneath all of it.

"That's even better," mumbled Venomous, comparing what Boxman was wearing now to what he had been wearing in his dream. "You wore that present I gave you for your birthday."

"Y-you l-like me in this s-s-sort of thing? I-I f-f-feel s-s-s-illy," stammered Boxman with his face nearly as red his underwear.

"Don't. You look sexy," Venomous interjected while gently scratching under Boxman's chin.

"Y-you s-see, I h-had a h-hunch as to w-w-why you called me here," responded Boxman while wringing his hands and looking bashfully at the floor.

"Smart man," Venomous replied with a smirk.

Professor Venomous returned to the mission at hand. "I want you to suck this," he said, handing the freezer pop to Lord Boxman.

"Eh?" asked Boxman while scratching his head.

"You know, _suck_ ," hissed Venomous before giving Boxman another kiss on the lips.

"Oh, I get it!" Boxman exclaimed, a look of understanding dawning on his face.

Boxman tore open the popsicle's wrapper as Venomous disrobed and sat on his bed. Venomous noticed Boxman excitedly tremble at the sight of his naked body. Boxman started to suck strongly on the tip of the icy confection… …but then paused and commented, "I feel ridiculous."

"No, you're doing great," reassured Venomous.

Boxman nervously and gently licked the upper edge of the ice pop. Venomous slowly began to stroke himself as he watched Boxman with rapt, eager attention. Saliva started to pool in the corners of Lord Boxman's mouth as he began to feel more comfortable with his actions. Venomous licked his lips in lust as he tugged more on his firm penis; he was enjoying the reality unfolding before him more than his dream. Venomous noticed Boxman shudder as he pleasured himself, and gave Boxman a smile of approval.

As Boxman bobbed his head up and down on the freezer pop, he edged himself closer to Venomous. The popsicle ended up dripping on Professor Venomous' thigh. "I guess you'll have to clean that up," remarked Venomous in a sultry tone. Lord Boxman bent forward and licked up the spot that had dripped. Boxman's soft tongue felt warm and delicate against Venomous' smooth skin. A gentle prickle radiated from the spot to the entirety of his body.

Venomous observed Boxman pausing in thought before he made his next move. Boxman sucked on the tip of his frozen treat before reaching over to suck the head of Venomous' penis. Professor Venomous flinched at the cold sensation, but the feeling soon turned to pleasure. Boxman stopped sucking Venomous' penis and took a bite of his popsicle; with the frozen bit in his mouth, he returned to sucking Venomous' dick. Professor Venomous happily groaned in response. As Lord Boxman sucked, more of the icy pop dripped onto Venomous' balls. Though Venomous was particular about messes, Boxman had been doing an excellent job with cleaning glopiness with his tongue. The frozen bit in Boxman's mouth had soon melted, and the Boxman licked the sticky mess from Venomous' shaft and nuts.

Lord Boxman had soon finished devouring the grape treat with erotic glee. Professor Venomous took notice and inquired, "So, what do you want to do next?"

Boxman had enjoyed the ice pop, but he longed for just the taste of Venomous' penis. He also desired to get blown himself. "How about we sixty-nine" suggested the shorter man. "Oh, but wait, our heights…" he said, blushing in embarrassment.

"I think we could get it to work. You can get on top and I'll prop my shoulders up with some pillows so I can reach you better," said Venomous.

"But won't I crush you?" whimpered Boxman.

"Nonsense. You'll be fine," remarked Venomous with a smile. "Here, let's get started," he said as he pulled the lacy lingerie off Boxman and reached over to kiss Boxman's erection, feeling him tremble as Venomous' lips made contact.

Venomous stacked some of his pillows at the head of the bed before resting his back on the surface. Boxman climbed onto the bed, carefully positioned himself so that his face was upside-down in Venomous' crotch, Boxman placed his hand around the slim purple cock and thrusted the tip into his moist mouth. Venomous shook in response and positioned Boxman's meaty penis into his mouth. Both villains sucked each other with great vigor as saliva began to dribble out of their mouths, and their shafts became coated in sloppy clear wetness. Boxman cheerfully began to hum as Venomous tasted so wonderful to him, which elicited a muffled moan from Venomous. Professor Venomous took Boxman's penis from his mouth and began to vigorously lick the length of it.

Boxman continued to hum and suck the length of Professor Venomous' cock, causing Venomous to powerfully come in his mouth. Venomous felt the powerful energy of his orgasm hit him in one solid burst, starting from his toes to the top of his head. Venomous began to strongly suck Boxman's head, which in response brought Boxman to orgasm. Boxman felt the sexual energy ebb and flow in him in several short waves. His warm saltiness filled Venomous' orifice in spurts. Both villains swallowed each other's cum.

"That was fun, but my neck hurts," grunted Venomous.

"Here, let me massage it for you," said Boxman. He climbed off of Professor Venomous, and strongly kneaded his hands across the nape of Venomous' neck and shoulders.

Professor Venomous groaned in pleasure. "If I weren't already spent, this would so make me come," complimented Venomous. Boxman chuckled and blushed in return.

After Boxman was finished playing masseuse, he got down from Venomous' bed and started to pick up his clothes.

"Just where do you think you're going?" demanded Venomous.

Boxman squeaked, "Well, I did tell Ernesto that I might not be there in the morning. I'll stay if you'd like."

"Definitely," said Venomous as he patted the space on the bed next to him.

Lord Boxman hopped back onto the bed and joined Professor Venomous under the sheets. The two of them fell asleep in each other's arms.


	3. Morning Meals

"Rise and shine, sleepyhead," Lord Boxman said to Professor Venomous.

"How long have you been watching me?" mumbled Venomous.

"Oh, only about fifteen minutes. It's almost ten o'clock."

"Ten o'clock! I'm usually awake well before then," exclaimed Venomous, suddenly alert.

"Hmm, I am too, but we _were_ busy early this morning," Boxman astutely pointed out.

"True," Professor Venomous confirmed. While putting on his bathrobe he paused for a moment, faintly hearing videos game playing elsewhere. "Fink is probably wondering what the hell is going on. Usually, I have to wake her. She's never been an early riser."

Lord Boxman chuckled as he got dressed. Professor Venomous suspected his laughter had something to do with Venomous' having to care for an organic being, but he didn't bother to ask.

"Boxman, you're probably famished. Would you like to stay for breakfast?" asked Professor Venomous.

"Breakfast? I'd love to! What are we having?" inquired Boxman.

Venomous smugly smiled and gloated, "We're having my patented spinach and feta omelets."

"Ooh! Sounds divine!" exclaimed Boxman as drool started to run from his mouth.

The duo made their way out to the living room where Fink was located.

"Boss, are ya feelin' okay? Ya slept in late," she said, looking away from the TV set.

"I'm fine, Fink. Mind your manners and say hello to our guest," instructed Professor Venomous.

"Grr, Box-butt," she muttered under her breath as she glared at Boxman.

"Now, Fink…" Venomous said in a slightly scolding tone.

Fink rolled her eyes and sighed. "Hello, Mr. Boxman." She returned her attention to the TV as Boxman grumbled under his breath.

"Come, let's make our omelets," said Professor Venomous with conviction to Boxman.

As Venomous prepared the eggs, Lord Boxman helped set the table. It had been a while since Boxman had something so rich and decadent for breakfast. Considering that he was the only organic being at Boxmore, his breakfasts usually consisted of cold cereal. Boxman sang loudly as he made the preparations.

"Ugh, tell him to stop!" shouted Fink from the living room.

Venomous chose to ignore her as he placed the last omelet on its plate and informed her that breakfast was ready.

"Go wash your hands, please" Venomous flatly told Fink.

After Fink washed her hands, the three of them sat at the table. Fink picked at her omelet while glowering at Boxman.

"There's somethin' I don't get. Why did Box-brain get to sleep with you, but I didn't, Boss?" asked Fink.

Boxman's face grew red, while Venomous' eyes bulged. "Uh, Fink. He slept with me for adult reasons. We'll talk more about this later," the Venomous said sheepishly. He quickly added, "Now eat your omelet."

Fink huffed and took a bite of her eggs.

* * *

"Would you be able to stay longer?" asked Professor Venomous to Lord Boxman as they cleared the dishes from the dining table.

"Well, sure," said Boxman tentatively.

"Great. I have to talk to Fink first, but then we can get down to business. Do you mind clearing the rest of the table yourself?" asked Professor Venomous.

Venomous entered the living room where Fink was about to play more videos game.

"If I were you, I'd practice my scales," said Venomous as Fink reached to change the disk in the console.

"Aw, man," muttered Fink, looking away from Venomous.

"I know you're not too happy with me right now, but bear with me. Even though I'll be entertaining Boxman a little longer, I'll make it up to you: We'll go to the arcade later today," the tall man said while kneeling at Fink's level."

Fink perked up. "Really, Boss?"

"Yes, really. Do we have a deal?"

"Deal!"

Venomous left Fink to her own devices as he returned to Boxman, who was placing the last dirty dish in the kitchen sink.

"Here. Let's get all of these," commanded the Venomous as he opened the freezer.

Boxman curiously watched Venomous pull out a bunch of popsicles from the cold storage.

"Are you still hungry? They're all grape," stated Venomous with a sneer.

"Now that you mention it, I am," complained Boxman as his stomach rumbled.

"Great. Let's go to the bedroom," Venomous added seductively.

After they entered the bedroom and locked the door, Professor Venomous sat the popsicles on the night stand and removed his robe. He helped Boxman remove his clothes before Boxman seated himself on the bed.

Venomous unwrapped a popsicle and traced the tip along Boxman's lips. "Mmm. You know you want it," said Professor Venomous teasingly. Venomous slid the tip of it into his partner's mouth, and Boxman bit it and chewed it with a smile. Professor Venomous gently jiggled the remaining bit of the popsicle into Boxman's mouth. Venomous felt strangely giddy as he fed his partner. Boxman strongly sucked on the confection before biting into it and chewing it up. Boxman's stomach growled once again as he finished the ice pop. Venomous and Boxman repeated the process with several other popsicles until there was only one left.

"Ugh. Now I'm full," gasped Boxman, with his lips and tongue stained purple.

"Hmm, so I guess you don't mind if I have the last one," said Venomous. He opened the popsicle and warmed it with his lips and tongue until it became sticky and wet. Venomous then took the tip of the popsicle and traced it along Boxman's nipple.

"Oooh, chilly," remarked the roboticist as his nipple hardened. Venomous smiled and licked the stickiness from the Boxman's nipple. He traced Boxman's other nipple with the popsicle. His nipple stood firmly as it became coated in a sticky mess.

Professor Venomous took the popsicle into his mouth, and slowly and sensually devoured it. "My. I'm still hungry," he stated while lustfully locking his eyes onto Boxman's crotch. He lowered his head to the same level as Boxman's penis and gave the length a lick. Boxman shuddered and hardened as Venomous continually licked along his shaft. "Keep going," Boxman breathily gasped. Professor Venomous took Boxman's head into his mouth, and excitedly sucked it and the precum that came leaking out of Boxman's dick. Venomous paused for a moment to mentally prepare himself—he intended to deep throat Boxman. He slid his mouth as far down the girthy member as he could, feeling Boxman's head go past his tonsils.

Boxman sighed in bliss: Venomous' throat teased his thick penis. He stroked Venomous' hair before moving his hands to the temples of Venomous' head. Boxman moved Professor Venomous' head back and forth, causing Venomous to gag. This obviously frustrated Venomous, but his aggravation dissolved once Lord Boxman stopped jerking Venomous' head. Boxman gleefully stroked Venomous' hair once again.

Venomous moved his head at his own pace which Boxman appeared to be enjoying. The feeling of intense pleasure built up and shot forth from Boxman's penis. His hot load slid down Venomous' throat, into the pit of his stomach.

Professor Venomous gingerly removed his head from Lord Boxman's crotch and massaged his jaw. He sat next to the Boxman on the bed. Boxman reached over to Venomous' groin and grabbed onto his cock. "I'm not hungry, but I'll jerk you off," half-joked Boxman. He wrapped both his human hand and his chicken hand around Venomous' member and slid his hands up and down. Boxman paused. "Do you have any lube? It would feel better."

"It's in the bed stand," informed Venomous. Boxman rummaged in the nightstand and pulled out a bottle of clear fluid. He tantalizingly dripped some of the liquid onto Venomous' penis. Boxman returned to sliding his hands up and down the length. Boxman moved his hands teasingly slow, grazing Professor Venomous' sensitive head and frenulum in the process. "Oh, Boxman. Go faster…" he moaned.

"Aren't I going fast enough?" jested Boxman.

"Shit, Boxman… Quit teasing!" gasped Venomous.

Boxman moved his hands at an extremely rapid rate. "How's that?" he joked once again.

"Ooh, I'm gonna—!"

Boxman quickly stopped moving his hands and grabbed onto the base of Venomous' penis.

"Boxman… stop… teasing!" raggedly shouted Venomous.

Boxman returned to double-handedly jerking Venomous, this time moving at a moderate speed. Professor Venomous felt himself floating as he came all over Boxman's hands in several short spurts.

"You have to admit you enjoyed that," gloated Boxman.

The professor weakly smiled. "Yes, Boxman, I had fun. Now after you clean your hands, get dressed so that I can keep my promise to Fink and buy more popsicles."

 **Afterword:** The alternate timeline is in reference to Boxman visiting Venomous at his house prior to the events of _Boxman Crashes_. In the episode, Boxman expresses (very likely fake) surprise that he was staying in the professor's trash can, thus making it seem as if he never been to Venomous' house before. I started writing this fic before _Boxman Crashes_ and wasn't aware that Boxman had never been to Venomous' house before.


End file.
